Terms of service

Who this agreement is between

These terms are the agreement between MatterLink Ltd, a company registered in Scotland (number [Company number]), whose registered office is at [Registered office address], Glasgow, [Postcode] (“we”, “us”, “MatterLink”), and the firm that opens a MatterLink account (“you”, “your firm”).

They apply from the moment someone at your firm creates an account or first uses the service, whichever is earlier. If you are agreeing to these terms, you confirm you are authorised to bind your firm.

This is a business-to-business agreement. MatterLink is offered only to firms of solicitors and other professional practices. It is not offered to consumers, and the Consumer Rights Act 2015 does not apply to it. Your clients are not party to this agreement — see section 8.

What MatterLink is, and what it is not

MatterLink is a shared, stage-by-stage record of a Scottish residential conveyancing transaction. Both firms acting in a transaction see one live view of what sits with each side, and each firm can share a simplified, read-only view with its own client.

Being precise about the limits matters more here than it usually does:

• It is not a case management system and it is not your system of record. You remain responsible for keeping your own file in accordance with the Law Society of Scotland’s practice rules and your firm’s own retention policy. Do not rely on MatterLink as the only place a piece of information exists.
• It does not give legal advice, does not check anything for accuracy, and makes no judgement about whether a stage has properly been completed. Every stage, task and status in MatterLink is there because a person put it there.
• It does not handle money. MatterLink never processes payments, never transmits bank details, and will never ask you or your client for them.
• It does not perform anti-money-laundering checks or client verification. Your obligations under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 are unaffected by using it.
• It has no artificial intelligence features. No content you or your client puts into MatterLink is sent to any AI model or model provider. If that ever changes we will tell every firm in advance, explain what would be processed and where, and give you the option to decline.

Your account and your users

You may give access to people who work at your firm. Each person must have their own account and must not share credentials. You are responsible for everything done under your firm’s accounts, including by anyone you have given access to.

You agree to:

• keep account credentials confidential and not reuse them elsewhere;
• remove access promptly when someone leaves your firm or changes role;
• tell us at security@matterlink.co.uk as soon as you suspect any unauthorised access.

We may require particular security measures on accounts — including multi-factor authentication for firm administrators — and may make them mandatory on reasonable notice.

The pilot period

MatterLink is currently offered to a small number of firms free of charge, as a pilot. Everything in this section applies while your firm is on the pilot and stops applying if and when you agree a paid plan with us.

• No fee is payable, and no fee becomes payable unless you separately agree a paid plan in writing.
• There is no service level commitment. We do not guarantee availability, response times or support hours during the pilot. We will act reasonably, but you should not build a process around MatterLink being available at a particular moment.
• Features may change or be withdrawn at short notice as the product develops.
• Either of us may end the pilot on 30 days’ written notice, and section 18 governs what happens to your data when it ends.
• We may ask for feedback. You are not obliged to give it. If you do, we may use it to improve MatterLink without owing you anything for it — but we will not attribute it to you or your firm publicly without your written agreement.

Fees and payment (paid plans only)

• Fees are as set out in the plan you agree, charged per fee earner per month unless we agree otherwise, and are exclusive of VAT.
• Billing is in advance, monthly or annually as agreed. Subscriptions renew automatically for successive periods unless cancelled under section 18.
• Adding users mid-period is charged pro rata. Removing users takes effect at the next renewal; we do not refund part-periods.
• Late payment. If an invoice is unpaid 30 days after its due date we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend access under section 17 after giving you at least 14 days’ written notice.
• Price changes. We may change our prices on at least 60 days’ written notice, taking effect at your next renewal. If you do not accept the change you may terminate before it takes effect, and we will refund any fees you have paid for a period after termination.

What you may and may not do

We grant your firm a non-exclusive, non-transferable right to use MatterLink for your own conveyancing matters for as long as this agreement lasts. That right does not extend to anyone outside your firm.

You must not:

• resell, sublicense or provide MatterLink to a third party, or use it to run matters on behalf of another firm without our written agreement;
• attempt to access data belonging to any firm other than your own, or any transaction your firm is not properly a party to;
• probe, scan or test the security of the service, except under our published responsible disclosure policy — we welcome reports, and section 22 tells you where to send them;
• copy, decompile or reverse-engineer the service, or attempt to derive its source code, except to the extent that restriction is unenforceable by law;
• upload anything unlawful, malicious, or which you do not have the right to put into the system;
• use MatterLink to store the only copy of anything you are professionally required to retain.

Your responsibilities as a regulated firm

Using MatterLink does not move any of your professional obligations onto us. In particular:

• Confidentiality remains yours. The duty under rule B1.6 of the Law Society of Scotland Practice Rules 2011 stays with the solicitor, and it extends to supervising outsourced providers. Our data processing page exists so you can discharge that supervisory duty with documented answers rather than assumptions.
• You decide what goes in. You are responsible for the accuracy of the information your firm enters, for the documents it uploads, and for the plain-English labels your client sees.
• You decide who sees it. You control which documents are shared with the other side, who at your firm has access, and who receives a client link.
• You are the controller of your clients’ personal data. We act as your processor. Section 12 and the data processing page set out what that means in practice.

Client access and the client view

You can share a simplified, read-only view of a transaction with your own client. The client view is served through a single dedicated database function that returns only the fields a client should see; it has no route to your internal notes, your documents, or anything belonging to the other side.

The link is a credential. Anyone holding it can see that transaction’s client view. You are responsible for who you send it to and for telling your client to treat it as private. Client views are excluded from search engine indexing.

Your client is not a party to this agreement and has no rights under it. Their relationship is with you. Any request they make about their information — access, correction, deletion — should be made to you, and we will help you answer it as your processor.

Documents and content you upload

Everything your firm puts into MatterLink stays yours. You grant us only the limited rights we need to host it, display it to the people you have authorised, back it up, and return it to you — and nothing else. We do not use your content to develop the product, to train anything, or for any purpose of our own.

Uploaded files are restricted to recognised document types and to a maximum file size. We may refuse or remove a file that falls outside those limits, that appears malicious, or that we are required to remove by law. Where we remove something we will tell you, unless the law prevents us.

Documents you upload are private to your firm until you take an explicit, logged decision to share them. Deletion in MatterLink is a soft delete that preserves history; if you need content permanently destroyed, section 18 covers that.

The firm on the other side

A conveyancing transaction has two firms in it, and that shapes several things worth stating plainly:

• The other firm sees what you choose to share and the shared transaction record. It never sees your internal notes, which are held in a separate table that its access rules cannot reach.
• When you share something with the other side, you are making a disclosure from your firm to theirs on your own authority and your own lawful basis. We transmit it; we do not authorise it, and we are not a controller of that disclosure.
• We are not responsible for what the other firm does with information you have chosen to share with it, or for the accuracy of anything it enters.
• If the other firm has its own agreement with us, that agreement governs its use — not this one.

Availability, support and changes to the service

We aim to keep MatterLink available and working properly, and we will give reasonable notice of planned maintenance where we can. During the pilot we give no uptime commitment (see section 4). If we later publish a service level commitment for paid plans, it will apply from the date it is published and will say so on its face.

We may change, add to or withdraw features. Where a change materially reduces functionality your firm relies on, we will give you at least 30 days’ notice and you may terminate under section 18 if you do not accept it.

Support is by email to hello@matterlink.co.uk. Security reports go to security@matterlink.co.uk and are answered first.

Data protection

For the personal data your firm puts into MatterLink about your clients and the other parties to a transaction, you are the controller and we are your processor within the meaning of the UK GDPR and the Data Protection Act 2018.

Our processor commitments — the Article 28 terms, the sub-processors we use, where data is held, how we help with data subject requests, and what happens on termination — are set out on the data processing page, which forms part of this agreement. Where we hold a signed data processing agreement with your firm, that agreement takes precedence over anything on that page.

For the personal data we hold in our own right — the people at your firm who hold accounts, enquiries through our website, our own business records — we are the controller, and our privacy notice explains what we do with it.

Confidentiality

Each of us will keep the other’s confidential information confidential, use it only for the purposes of this agreement, and disclose it only to people who need it and are under equivalent obligations. This does not apply to information that is already public, that the recipient already lawfully held, or that must be disclosed by law or by a regulator — and where the law allows, we will tell you before disclosing anything of yours.

Everything in your account is your confidential information and is subject to your clients’ legal professional privilege and your duty of confidentiality. We treat it accordingly. We do not look at the contents of your matters except where you ask us to in order to fix a problem, or where we must in order to investigate a security incident or comply with a legal obligation. Where we do, the access is time-limited and recorded.

These obligations continue for five years after this agreement ends.

Intellectual property

MatterLink — the software, the interface, the stage templates we supply, the documentation and the name — belongs to us and stays ours. You get the right to use it set out in section 6, and nothing more. Your content stays yours (section 9). Any stage template or list your firm creates for itself is yours; the generic templates we supply are ours.

What we promise, and what we do not

We promise that:

• we have the right to provide MatterLink to you;
• we will provide it with reasonable care and skill, and in accordance with the security measures described on the data processing page;
• we will not knowingly introduce malicious code into the service, and will use reasonable measures to prevent it.

Beyond that, and to the extent the law allows, we do not promise that:

• the service will be uninterrupted or error-free;
• it will meet any particular requirement of your firm;
• any information in it is accurate — the information is yours and the other firm’s, not ours;
• the presence, absence or status of a stage or task in MatterLink means anything has or has not been done in the transaction itself.

All terms implied by statute or common law are excluded to the fullest extent permitted.

Liability

Nothing in this agreement limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.

Subject to that:

• Neither of us is liable for loss of profit, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss, however arising.
• While your firm is on the pilot, our total liability arising out of or in connection with this agreement is limited in aggregate to £[pilot cap — see note below].
• Once your firm is on a paid plan, our total liability in any twelve month period is limited in aggregate to the greater of the fees you paid us in the twelve months before the claim arose, and £[paid cap].
• Your liability to us for unpaid fees, and for your breach of sections 6 and 7, is not subject to those caps.

These limits reflect that MatterLink is supplied at low or no cost, that you retain your own file and your own professional insurance, and that you can inspect the security position before deciding to use it. Both of us consider them fair and reasonable for the purposes of the Unfair Contract Terms Act 1977. If a court disagrees with any part of this section, the rest continues to apply.

Suspension

We may suspend access — to a user, or to your firm — if we reasonably believe there is a security risk, unlawful use, use in breach of section 6, or a serious risk to other firms’ data, or where fees are overdue as described in section 5. We will tell you why, restore access as soon as the reason has gone, and keep any suspension no wider and no longer than it needs to be. Suspension does not by itself end this agreement.

Ending this agreement, and getting your data back

How it ends

• On the pilot: either of us may end it on 30 days’ written notice, for any reason or none.
• On a paid plan: you may cancel with effect from the end of your current billing period. We may terminate for convenience on 90 days’ written notice and will refund fees covering any period after termination.
• Either of us may terminate immediately if the other commits a material breach that is not remedied within 30 days of written notice, or becomes insolvent.

What happens to your data

Your data is yours and does not become ours by your leaving. On termination, and on request at any time before it:

• we will make your firm’s transaction records and documents available for export in a usable format;
• we will keep them available for 30 days after termination so you have a real opportunity to retrieve them;
• after that, we will delete or return them in accordance with your written instruction, except where we must retain something by law. Deletion from routine backups follows the backup cycle described on the data processing page.

Sections 13 (confidentiality), 14 (intellectual property), 16 (liability), 21 (governing law) and this section survive termination.

Changes to these terms

We may change these terms. For any change that materially affects your rights or obligations, we will give you at least 30 days’ notice by email to your firm’s administrator and by a notice in the service, and you may terminate before the change takes effect if you do not accept it. Minor changes — corrections, clarifications, updated contact details — take effect when published. Every version carries a version number and date at the top of this page, and we keep superseded versions so you can see what you agreed to and when.

General

• Whole agreement. These terms, the data processing page (or a signed data processing agreement, which takes precedence over it), and any plan you agree with us, are the whole agreement between us. Neither of us relies on any statement not set out in them — though nothing excludes liability for fraudulent misrepresentation.
• Assignment. Neither of us may assign this agreement without the other’s written consent, except that we may assign it to a purchaser of our business on notice to you.
• Third party rights. No one other than you and us has any right to enforce any part of this agreement. Section 1 of the Contract (Third Party Rights) (Scotland) Act 2017 does not apply to it.
• Independent contractors. Nothing here creates a partnership, joint venture or employment relationship between us.
• Waiver. If either of us does not enforce a right, that is not a waiver of it.
• Severability. If any provision is held unenforceable, the rest continues in force and the provision is to be read down to the minimum extent needed to make it enforceable.
• Events outside our control. Neither of us is liable for failure to perform caused by something genuinely beyond our reasonable control, provided we tell the other promptly and do what we reasonably can to work around it. This does not excuse non-payment.
• Notices. Notices to us go to hello@matterlink.co.uk and, for anything formal, also to our registered office. Notices to you go to your firm’s administrator email address. Keep it current.

Governing law and jurisdiction

This agreement, and any dispute arising out of or in connection with it (including a non-contractual one), is governed by the law of Scotland. The Scottish courts have exclusive jurisdiction, and both of us submit to it. Before raising proceedings, each of us will give the other written notice of the dispute and 30 days to try to resolve it — which does not prevent either of us seeking interim relief at any time.

How to contact us

MatterLink Ltd
[Registered office address], Glasgow, [Postcode]
Registered in Scotland, company number [Company number]